Terms of Consulting Services

Services — IT consulting, advisory and related professional services we provide. Client — the party engaging us. Deliverables — reports, documentation, code or other outputs of the Services. Confidential Information — non-public information disclosed by either party. IP rights — patents, copyrights, trademarks, trade secrets and related rights.

Services are described in a Statement of Work (SOW) or engagement letter specifying scope, deliverables and milestones, timeline and staffing, compensation and billing, and service level expectations.

Limitation. Nothing here guarantees specific outcomes, prevents all security incidents, or promises particular business results. Technology implementation carries inherent risk.

The Client agrees to grant necessary access to systems, documentation and personnel; designate an authorised point of contact for decisions and approvals; review and approve deliverables within agreed timelines; provide complete and accurate requirements; comply with laws applicable to it; and procure software licences not included in the Services.

Failure to meet these responsibilities may cause delays, cost increases, or inability to complete the Services.

Structures. Time and materials at SOW rates, billed weekly or monthly; fixed price with milestone billing; monthly retainer; plus pre-approved expenses.

Invoicing. Electronic invoices to the designated billing contact. Payment net 30 days from invoice date unless the SOW states otherwise. Late payments accrue 1.5% monthly interest or the maximum permitted by law. Invoices are issued in USD, EUR or INR.

Taxes. The Client is responsible for applicable sales tax, VAT, GST and withholding taxes. Out-of-pocket expenses above the SOW threshold require prior written approval; standard per diem rates apply to travel.

Each party retains ownership of its pre-existing IP, background know-how, methodologies and tools, and third-party licensed materials embedded in Deliverables.

Deliverables. Work made for hire — Client owns the Deliverables to the extent permitted by law. Standard consulting — Client receives a non-exclusive licence. Custom development — ownership is negotiated in the SOW. In India, copyright assignments must be in writing under the Copyright Act 1957; US work-for-hire doctrine varies by jurisdiction.

Client materials. The Client grants us a limited licence to use its materials solely to provide the Services.

Open source. Components incorporating open source software comply with the applicable licences; some carry copyleft obligations affecting derivative works.

Third-party software. Deliverables may incorporate or depend on third-party or open source software, which remains governed by its own licence terms. Unless the SOW states otherwise, the Client is responsible for procuring and maintaining licences for third-party software not included in the Services, as set out in section 3.

Software deliverables. Where the Services produce software, the Client receives a non-exclusive, non-transferable licence to use it for its internal business purposes for as long as these terms remain in effect, unless the SOW assigns ownership under section 5.

Restrictions. The Client must not copy software deliverables beyond reasonable backup needs, sublicense, sell or distribute them, reverse engineer, decompile or disassemble them (except where the law permits and cannot be excluded), remove proprietary notices, or use them outside the agreed scope. The Client must comply with all third-party and open source licence terms that apply to the software.

Updates and maintenance. Updates, patches and new versions are provided only as set out in the SOW. After acceptance, we are not obliged to maintain or update software deliverables unless the parties agree a separate support engagement.

Automated tooling. Where we use automated or AI-assisted tooling in producing Deliverables, the work is subject to professional review and to the confidentiality provisions of these terms.

Both parties will hold Confidential Information in strict confidence, use it only for this engagement, limit disclosure to those with a need to know, and apply protective measures at least as strong as for their own confidential information.

Exclusions: information that is public through no breach, was rightfully known beforehand, is independently developed, is rightfully received from a third party without restriction, or must be disclosed under law.

Obligations survive five years after termination; trade secrets remain protected indefinitely. Where Services involve personal data, the parties will execute a Data Processing Agreement consistent with GDPR Article 28, DPDPA Section 11 and applicable law.

We warrant that we have authority to enter the agreement, that Services will be performed with professional care and skill, that Deliverables will substantially conform to the SOW, that Services will not knowingly infringe third-party IP, and that our consultants follow our code of conduct.

Remedies. For non-conforming Deliverables we will re-perform or correct at no additional cost; if correction is unsuccessful within a reasonable time we will refund the proportional fees.

Disclaimer. Except as expressly stated, Services and Deliverables are provided "as is" without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that Services will be uninterrupted, error-free or secure, that all defects will be corrected, that results will meet expectations, or that systems will withstand every security threat.

Neither party is liable for indirect, incidental, special, punitive or consequential damages. Direct damages are capped at the total fees paid or payable under the applicable SOW in the 12 months preceding the claim.

These caps do not apply to gross negligence, wilful misconduct, breach of confidentiality, IP infringement, or death and personal injury.

Jurisdictional variations. Where local law does not permit these limitations they apply only to the fullest extent allowed — including India's Consumer Protection Act, the EU/UK Unfair Contract Terms rules, and US state law on consequential damages.

Indemnity. The Client indemnifies us against claims arising from use of Deliverables beyond their intended scope, the Client's own systems, networks or data, the Client's instructions causing third-party harm, and third-party IP claims based on Client-supplied materials.

Either party may terminate for convenience on 30 to 60 days' written notice; the Client then pays for Services rendered plus non-cancelable expenses.

Either party may terminate immediately for material breach uncured after 15 to 30 days' notice, insolvency proceedings, or force majeure lasting more than 60 to 90 days.

On termination: outstanding fees become payable, we deliver work in progress, each party returns or destroys the other's Confidential Information, and the surviving provisions continue. Transition assistance is available for 30 to 90 days at standard rates.

Consultants we engage are independent contractors and not employees of the Client. They are responsible for their own taxes, insurance and benefits, and are not entitled to Client employee benefits, overtime or workers' compensation. The Client does not control the manner and means of their work.

Each party complies with applicable law, including data protection (GDPR, UK GDPR, India DPDPA, US state laws), export control (US EAR, EU dual-use regulations, Indian export law), anti-corruption (FCPA, UK Bribery Act, India's Prevention of Corruption Act), employment and immigration law, and tax obligations including VAT, GST and withholding.

The governing law follows the contracting entity: India-based contracts under the laws of India; UK-based contracts under the laws of England and Wales; EU-based contracts under the laws of the EU member state specified in the SOW; US-based contracts under the laws of the state specified in the SOW. Where the Client acts for non-business purposes, mandatory consumer protection laws of its jurisdiction prevail over this choice of law.

Neither party is liable for delay or failure caused by events beyond reasonable control — natural disasters, war, terrorism, civil unrest, pandemics, government action or embargoes, and critical infrastructure failure. The affected party must notify the other within 7 days and make commercially reasonable efforts to mitigate.

Neither party may assign the agreement without prior written consent, except to affiliates, in connection with a merger or asset sale, or to a successor with comparable capabilities and liabilities.

We may engage subcontractors subject to prior notice to the Client, full responsibility for their performance and compliance, and appropriate data processing and security agreements. The Client may object to a specific subcontractor for reasonable business reasons.

Formal notices must be in writing by email to the designated contact, or by courier or registered post to the registered office. Email notices are deemed received on sending with delivery confirmation; courier and post three business days after dispatch.

This agreement, with its SOWs, is the entire understanding between the parties and supersedes prior proposals and communications. Amendments require a written agreement signed by authorised representatives. If a provision is invalid, the rest remains in force. Failure to enforce a provision is not a waiver. Counterparts and electronic signatures are valid. Where multiple language versions exist, the English version prevails.

Confidentiality, intellectual property, limitation of liability, governing law and dispute resolution, and accrued payment obligations survive termination.

By accepting Services or signing an SOW, the Client acknowledges it has read and understood these terms, had the opportunity to consult legal counsel, agrees to be bound, and is not relying on representations outside the agreement.